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BIOCARTIS GROUP NV Limited Liability Company (Naamloze

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BIOCARTIS GROUP NV Limited Liability Company (Naamloze Unofficial English translation - For information purposes only BIOCARTIS GROUP NV Limited Liability Company (Naamloze Vennootschap) Generaal De Wittelaan 11/B 2800 Mechelen Belgium Company Number VAT BE 0505.640.808 (RLP Antwerp, division Mechelen) (the "Company") ____________________________________________________ SPECIAL REPORT OF THE BOARD OF DIRECTORS IN ACCORDANCE WITH ARTICLE 596 OF THE BELGIAN COMPANIES CODE ____________________________________________________ 1. INTRODUCTION This special report has been prepared by the board of directors of the Company in accordance with Article 596 of the Belgian Companies Code and relates to the proposal of the board of directors to dis-apply, in the interest of the Company, the statutory preferential subscription right of the Company's existing shareholders and, in so far as required, the Company's existing warrantholders, in connection with a proposed increase of the share capital of the Company in the framework of the authorised capital with a maximum amount of EUR 40,589.17 (excluding issue premium) through the issuance of a maximum of 4,058,917 new shares, to be offered via a private placement, through an accelerated bookbuilding procedure, to a currently unidentified group of institutional, qualified or professional investors (including, subject to applicable securities law rules and regulations, natural persons) in and outside of Belgium (the "Transaction"). In this report, the board of directors explains and clarifies the proposed dis-application of the preferential subscription right in connection with the proposed increase of the share capital in the framework of the Transaction and, more particularly, the issue price of the new shares and the financial consequences of the Transaction for the shareholders (including with respect to their participation in the results and the share capital of the Company). This special report must be read together with the report prepared in accordance with Article 596 of the Belgian Companies Code by the Company's statutory auditor, Deloitte Bedrijfsrevisoren BV ovve CVBA, a civil company having the form of a cooperative company with limited liability organised and existing under the laws of Belgium, with registered office at Berkenlaan 8B, 1831 Diegem, Belgium, represented by Mr. Gert Vanhees, auditor. 2. AUTHORISED CAPITAL By virtue of the resolution of the extraordinary general shareholders' meeting of the Company held on 13 April 2015, as published by excerpt in the Annexes to the Belgian Official Gazette of 13 May 2015 under number 15069280, the board of directors of the Company has been granted certain powers to increase the Company's share capital in the framework of the authorised capital. The powers under the authorised capital have been set out in Article 10 of the Company's Articles of Association. Pursuant to the authorisation granted by the extraordinary general shareholders' meeting, the board of directors is authorised to increase the share capital of the 1 Unofficial English translation - For information purposes only Company in one or more transactions with a maximum amount of EUR 391,440.13 (excluding issue premium). The authorisation is valid for a period of five years as from 13 May 2015. The capital increases that can be effected in accordance with the aforementioned authorisation can take place by means of contributions in cash or in kind, by capitalisation of reserves, whether available or unavailable for distribution, and capitalisation of issue premium, with or without the issuance of new shares with or without voting rights. The board of directors may also use the authorisation for the issuance of convertible bonds or warrants, bonds with warrants or other securities. When exercising its powers under the authorised capital, the board of directors is authorised to limit or dis-apply the statutory preferential subscription right of the shareholders (within the meaning of Article 592 and following of the Belgian Companies Code) in the interest of the Company. This limitation or dis-application of the preferential subscription right can also be done in favour of members of the personnel of the Company or its subsidiaries or in favour of one or more specific persons, other than members of the personnel of the Company or its subsidiaries. So far, the board of directors has not yet used its powers under the authorised capital. The board of directors therefore still has the authority under the authorised capital to increase the Company's share capital with an aggregate amount of EUR 391,440.13 (excluding issue premium, as the case may be). 3. PROPOSED TRANSACTION 3.1. Structure of the Transaction In accordance with Article 10 of the Company's Articles of Association, the board of directors envisages to increase the share capital of the Company in the framework of the authorised capital through a contribution in cash of a maximum amount of EUR 40,589.17 (excluding issue premium) by issuing a maximum number of 4,058,917 new shares. If not all of the offered new shares are subscribed for, the proposed capital increase can nevertheless be completed for up to all or part of the subscriptions that the Companywill have received and accepted at the applicable issue price, which will be determined as set forth below, and provided that the board of directors, or the placement committee that shall be established by the board of directors (the "Placement Committee"), so decides. Even if all offered new shares are subscribed for, the capital increase can be completed by issuing less shares than the number of subscriptions received by the Company at the applicable issue price, which will be determined as set forth below and provided that the board of directors or the Placement Committee so decides. The board of directors or the Placement Committee may, for the avoidance of doubt, also decide not to complete the contemplated capital increase, even if all or part of the offered new shares are subscribed for. The subscription period shall start at the earliest on the day of the board meeting approving the contemplated capital increase and shall end at the latest [thirty (30) days after the opening of the subscription period]. The board of directors or the Placement Committee is, however, authorised to already increase the share capital of the Company at any time during the subscription period up to the number of subscriptions that the Company will already have received and accepted at that time. The board of directors or the Placement Committee is also authorised to lengthen or shorten the subscription 2 Unofficial English translation - For information purposes only period and/or to prematurely end the subscription period, at its sole discretion, even if the offered new shares have not or have only partially been subscribed for. 3.2. Dis-application of the preferential subscription right of the existing shareholders In the framework of the contemplated capital increase, the board of directors proposes to dis-apply the preferential subscription right of the Company's existing shareholders and, in so far as required, the Company's existing warrantholders, in accordance with Article 596 of the Belgian Companies Code, in order to allow Kempen & Co N.V. ("Kempen & Co"), KBC Securities SA/NV ("KBC Securities") and Bank Degroof Petercam SA/NV and its fully owned subsidiary Degroof Petercam Corporate Finance SA/NV (collectively, "Degroof Petercam", and together with Kempen & Co and KBC Securities, the "Joint Bookrunners") to offer the new shares to a large group of currently unidentified Belgian and foreign institutional, qualified and professional investors (including, subject to applicable securities law rules and regulations, natural persons) in and outside of Belgium, in the framework of a private placement through an accelerated bookbuilding procedure. 3.3. Issue price of the new shares The Joint Bookrunners shall be instructed by the Company to proceed with a so-called accelerated bookbuilding procedure with a group of Belgian and foreign institutional, qualified and professional investors (including, subject to applicable securities law rules and regulations, natural persons) in and outside of Belgium that are to be contacted by the Joint Bookrunners during the subscription period in order to solicit their interest to subscribe for the shares that are to be issued by the Company in the framework of the Transaction. The issue price of all of the new shares to be issued shall at least be equal to the fractional value (fractiewaarde) of the existing shares, i.e., EUR 0.01 per share. The board of directors or the Placement Committee shall determine the amount of the issue premium in consultation with the Joint Bookrunners and shall consequently determine the final issue price (consisting of the fractional value plus issue premium), inter alia taking into account the results of the above mentioned accelerated bookbuilding procedure. The amount bywhich the issue price of the new shares shall exceed the fractional value of the existing shares of the Company (i.e., EUR 0.01) shall be booked as issue premium. This issue premium shall be accounted for on the liabilities side of the Company's balance sheet under its net equity. The account on which the issue premium shall be booked shall, like the share capital, serve as the guarantee for third parties and can, except for its incorporation into the share capital, only be reduced on the basis of a lawful resolution of the general shareholders' meeting passed in the manner required for an amendment
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